Company registration in Nepal is straightforward when you follow a structured plan.
A private limited company is the preferred choice for most foreign and local founders.
It limits liability, protects brand ownership, and eases future funding.
This guide explains costs, timelines, and documents in plain language.
You will also see foreign investment steps, tax basics, and year-one compliance.
Everything here is aligned with the Companies Act 2063 and FITTA 2019.
Liability stays within the company capital.
Board control and share transfers are flexible.
Hiring and vendor onboarding are simpler than with a liaison office.
Investors understand this structure.
Compliance is clear and predictable.
Fastest route to market: private limited fits most sectors.
Budget for both government and professional fees.
Domestic vs. foreign-owned: foreign shareholding adds FDI steps.
PAN is mandatory; VAT depends on activity and turnover.
Keep a compliance calendar from day one.
The Companies Act 2063 (2006) governs company formation and compliance.
Foreign investments follow FITTA 2019 and related Foreign Investment and Technology Transfer Regulations.
Registration is filed with the Office of the Company Registrar (OCR).
Tax numbers are issued by the Inland Revenue Department (IRD).
Large FDI projects may also engage Investment Board Nepal (IBN) based on thresholds.
Foreign currency inflows, loans, and repatriation may involve Nepal Rastra Bank (NRB).
These references guide the process and timelines.
Always check current notices before filing.
| Feature | Private Limited | Branch Office | Liaison Office |
|---|---|---|---|
| Legal personality | Separate entity | Extension of foreign company | No commercial activity |
| Revenue activity | Allowed | Allowed | Not allowed |
| Liability | Limited to capital | Parent company liable | N/A |
| Setup speed | Fast | Moderate | Moderate |
| Compliance load | Moderate | Higher | Lower |
| FDI process | Standard | Extra approvals | Approval focused on representation |
| Best for | Operating business | Same-brand expansion | Market research and support |
Prepare three name options.
Keep it unique and sector appropriate.
Name reservation typically holds for about one month.
Memorandum of Association (MoA) and Articles of Association (AoA).
Include objects, share capital, and governance rules.
Add foreign shareholding clauses if relevant.
Directors’ IDs and photos.
Registered office proof and landlord consent.
Board resolutions for corporate shareholders.
Submit online forms and attach signed documents.
Pay government fees based on authorized capital.
Respond to OCR queries quickly.
Check company number, registered address, and director details.
Order official copies for bank and vendors.
Apply for Permanent Account Number (PAN).
VAT registration if your activity or turnover requires it.
Provide incorporation set, KYC, and board resolution.
For FDI, prepare for inward remittance documentation.
Draft local contracts and HR policies.
Register for social security where applicable.
Set up payroll and compliance calendars.
Proposed company name list.
MoA and AoA signed by shareholders.
Details of directors, shareholders, and company secretary.
Registered office proof and consent.
Specimen signatures and photographs.
Passport copy and latest visa page if in Nepal.
Proof of address and bank reference.
Foreign investment intent letter.
Certificate of incorporation and charter documents.
Shareholding structure and ultimate beneficial owner details.
Board resolution approving investment and appointing an authorized signatory.
Audited financials or net-worth support where required.
Non-English documents need certified translations.
Many foreign documents require notarization and legalization.
Plan extra time for courier and authentication.
Note: Figures are planning ranges. Actual fees vary by capital, sector, and approvals.
| Cost head | What it covers | Typical range (NPR) |
|---|---|---|
| OCR government fees | Registration based on authorized capital; stamp duty | 15,000 – 40,000 |
| Name reservation and copies | Reservation, certified copies | 1,500 – 5,000 |
| Drafting and legal | MoA/AoA, shareholder agreements, board resolutions | 40,000 – 150,000 |
| Translations and notarization | Certified translations, notarization, legalization | 25,000 – 120,000 |
| FDI approvals (if applicable) | Application prep, filings, clarifications | 60,000 – 200,000 |
| PAN/VAT filings | PAN application; VAT if needed | 2,000 – 15,000 |
| Bank KYC and account setup | Board resolutions, banker certifications | 0 – 10,000 |
| Company seals, stationery | Seal, share certificates, registers | 3,000 – 12,000 |
| Contingency | Queries, extra copies, courier | 10% – 15% of above |
How to optimize costs
Align authorized capital with first-year needs.
Prepare clean KYC to avoid refiling.
Use standard clauses where custom drafting is not required.
Batch translations and notarization to reduce per-page costs.
Assumes prompt sign-offs and complete documents.
| Phase | Domestic ownership | Foreign ownership (FDI) |
|---|---|---|
| Name reservation | 1–2 business days | 1–2 business days |
| Drafting MoA/AoA | 1–3 business days | 2–5 business days |
| OCR filing to incorporation | 2–5 business days | 3–7 business days |
| PAN (and VAT if needed) | 1–3 business days | 1–3 business days |
| Bank account | 1–3 business days | 2–5 business days |
| FDI approvals (where required) | N/A | 3–6 weeks |
| Inward remittance & share allotment | N/A | 1–2 weeks after approval |
Total go-live time
Domestic: 1–2 weeks in normal cases.
Foreign-owned: 5–9 weeks including FDI steps.
Determine the competent authority
Department of Industry for most small to medium projects.
Investment Board Nepal for large investments.
Prepare FDI application
Business plan and financial projections.
Parent company documents and UBO disclosures.
Draft MoA/AoA and proposed shareholding.
Secure approval
Respond to clarifications quickly.
Keep copies of approval letters.
Open bank account and bring funds
Remit capital through official banking channels.
Maintain the inward remittance evidence.
Allot shares and record compliance
Update statutory registers and issue share certificates.
File post-investment returns as requested.
NRB compliance when applicable
For foreign loans, share transfers, or repatriation events.
Keep bank and NRB documentation aligned.
Choose structure and confirm shareholders.
Reserve company name at OCR.
Draft MoA and AoA, plus board resolutions.
Compile KYC and office proofs.
File incorporation and pay fees.
Receive the certificate and company number.
Apply for PAN and VAT if required.
Open a bank account.
For FDI, obtain approvals and bring capital.
Issue shares and update registers.
Launch payroll and vendor onboarding.
Set your compliance calendar.
Choosing an objects clause that is too narrow.
Overstating authorized capital in year one.
Missing VAT requirements for your sector.
Delaying bank account resolutions.
Forgetting to issue share certificates after capital injection.
Ignoring board and AGM formalities.
| Month | Compliance item | Notes |
|---|---|---|
| Month 1 | Board meeting and adoption of policies | Approve bank signatories and registers |
| Month 1–2 | Share certificates issued | After capital is received |
| Quarterly | Tax returns as applicable | Keep books monthly |
| Annual | Financial statements and audit if required | Based on thresholds |
| Annual | AGM within statutory timeframe | Approve accounts and directors |
| Ongoing | Statutory registers up to date | Shares, directors, charges |
PAN: mandatory for all companies.
VAT: required when activity or turnover crosses legal thresholds.
Withholding: apply correct rates to vendors and payroll.
Social security: register if your workforce falls within coverage.
Transfer pricing: maintain support for cross-border related-party transactions.
Repatriation: dividends and service fees follow NRB and tax rules.
Put clear reserved matters in shareholder agreements.
Keep a signature matrix for bank and contracts.
Use board minutes with action owners and due dates.
Maintain a data room for all corporate records.
Appoint a local compliance coordinator with checklists.
Objects and permitted activities.
Authorized share capital and classes of shares.
Share transfer restrictions and pre-emptive rights.
Board powers and quorum rules.
Dividend and reserve policies.
Director appointment and removal.
Liquidation and dispute resolution.
Issue Nepal-compliant employment contracts.
Define probation, leave, and working hours.
Protect IP and confidential information.
Align payroll cycles and tax deductions.
Onboard to social security where applicable.
Maintain employee files and registers.
Prepare board resolutions for account opening.
Clarify who can approve payments and limits.
For FDI, keep SWIFT remittance copies and bank FIRC-equivalents.
Map a repatriation process for dividends and fees.
Use your full legal name and company number.
Keep VAT status clear on invoices.
Add bank details and payment terms.
Collect vendor PAN and tax status for withholding.
Store contracts and POs centrally.
Company is incorporated and active.
PAN is live; VAT is confirmed if required.
Bank accounts are funded.
Contracts are signed and staff are onboarded.
Financial books are current.
Compliance calendar is in use.
Experience: This guide reflects private-limited incorporations handled for foreign sponsors across tech, services, and light manufacturing.
Expertise: Process follows the Companies Act 2063, FITTA 2019, Foreign Investment and Technology Transfer Regulations, and practice notes from OCR, IRD, NRB, and IBN.
Authoritativeness: Steps and timelines align with typical government processing for standard files.
Trustworthiness: Figures are planning ranges. Confirm current fees before filing.
1) How long does company registration in Nepal take?
Domestic cases often complete in 1–2 weeks.
Foreign-owned companies need 5–9 weeks due to FDI approvals and bank steps.
2) What is the minimum capital for a private limited company?
There is no blanket minimum for all sectors.
Use a practical amount that covers year-one needs and any sector rules.
3) Do I need VAT registration from day one?
Not always.
VAT depends on activity type and turnover thresholds.
Service exporters may register for input claims and credibility.
4) Can a foreigner own 100% of a Nepal company?
Yes, in most permitted sectors under FITTA 2019.
Some sectors are restricted or require special conditions.
5) What are the main documents for foreign shareholders?
Passport or corporate registration, UBO details, and board resolutions.
Legalized translations and financial support documents are often required.